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Initial Public Offering Tomtom Initial Public Offering Tomtom cover 11/5/05 9:02 pm Page 1 Initial public offering TomTom Initial public offering TomTom TomTom NV The Netherlands www.tomtom.com Initial public offering TomTom cover 11/5/05 9:02 pm Page 2 All-in-One PDA-Based Smartphone-Based Navigation Devices Navigation Solutions Navigation Solutions TomTom Go TomTom Navigator TomTom MOBILE TomTom Rider Gps Receiver Gps Receiver Bluetooth Cabled Connected Navigation Connected Navigation TomTom Plus 9MAY200504114961 TomTom NV (a limited liability company incorporated under the laws of The Netherlands, with its corporate seat in Amsterdam) to sell these Shares and is Global Offer of up to 26,785,714 ordinary shares with a nominal value of E0.20 per Share Up to 7,142,857 new ordinary shares (the ‘‘New Shares’’) are being offered by TomTom NV (‘‘TomTom’’, ‘‘we’’, ‘‘our’’, or ‘‘us’’) and up to 20,945,946 existing ordinary shares (the ‘‘Existing Shares’’ and, together with the New Shares, the ‘‘Shares’’) are being offered by entities in which certain of our directors and members of senior management are beneficially interested (collectively, the ‘‘Selling Shareholders’’) in the offering (the ‘‘Global Offer’’). The Global Offer consists of a public offering in The Netherlands (including to certain institutional investors) and an offering internationally to certain institutional investors. As part of the Global Offer, there will be a preferential allotment to our employees in The Netherlands, the United Kingdom, France and Germany. The number of Shares reserved for such preferential allotment is 285,000. We will receive the net proceeds from the sale of the New Shares but will not receive any proceeds from the sale of Existing Shares, all of which will be paid to the Selling Shareholders. Prior to the Global Offer, there has been no public market for the Shares. Application has been made to list all of our ordinary shares on Euronext Amsterdam NV’s Eurolist by Euronext (‘‘Eurolist by Euronext’’) under the symbol ‘‘TOM2’’. Trading in the Shares is expected to commence on or about 27 May 2005. See ‘‘Risk Factors’’ beginning on page 10 to read about factors that should be considered before buying Shares. Offer Price: expected to be in the price range of E14.0 to E18.5 per Share (inclusive) The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the ‘‘Securities Act’’). The Shares are being offered and sold in the United States only to ‘‘qualified institutional buyers’’ (‘‘QIBs’’) in reliance on Rule 144A under the Securities Act (‘‘Rule 144A’’). Prospective purchasers that are QIBs are hereby notified that sellers of the Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of restrictions on offers, sales and transfers of the Shares and the distribution of this Prospectus in other jurisdictions, see ‘‘Selling and Transfer Restrictions’’. The timetable for the Global Offer may be accelerated or extended. Subject to acceleration or extension, prospective investors in The Netherlands may apply to subscribe for the Shares during the period commencing on 16 May 2005 at 09:00 Amsterdam time and ending on 26 May 2005 at 16:00 Amsterdam time (the ‘‘Subscription Period’’). The Offer Price and the exact number of Shares offered in the Global Offer will be determined after termination of the Subscription Period and will be announced in a press release, an advertisement in the Daily Official List of Euronext Amsterdam NV (Offici¨ele Prijscourant) (the ‘‘Daily Official List’’), in a national newspaper distributed daily in The Netherlands and in a final Prospectus, expected to be published before 1 June 2005 (the ‘‘Settlement Date’’). We reserve the right to change the Offer Price Range (as defined below) or the maximum number of Shares being offered prior to the end of the Subscription Period. Any such change on the last day of the Subscription Period will result in the Subscription Period in The Netherlands being extended by one business day. Any change in the Offer Price Range or the maximum number of Shares being offered and any extension of the Subscription Period in The Netherlands will be announced in a press release, in an advertisement in the Daily Official List and in a national newspaper distributed daily in The Netherlands. Any acceleration or extension of the Subscription Period will be published at least three hours before the proposed termination of the accelerated Subscription Period or, in the event of an extended Subscription Period, the original Subscription Period. Any extension of the Subscription Period will be for a minimum of one full business day. If notice of any extension is not published at least three hours before the proposed termination of the original Subscription Period, the Subscription Period will be extended by at least three business days. In any event, the Subscription Period will not last for fewer than three business days. If closing of the Global Offer does not take place on the Settlement Date or at all, the Global Offer will be withdrawn, all subscriptions for the Shares will be disregarded, any allotments made will be deemed not to have been made, any subscription payments made will be returned without interest or other compensation and transactions on the Stock Market of Euronext Amsterdam NV will be annulled. All dealings in the Shares prior to settlement and delivery are at the sole risk of the parties concerned. Euronext Amsterdam NV (‘‘Euronext Amsterdam’’) does not accept any responsibility or liability for any loss incurred by any person as a result of a withdrawal of the Global Offer and/or (the related) annulment of any transactions on the Stock Market of Euronext Amsterdam NV. The Selling Shareholders have granted to the Underwriters an option (the ‘‘Over-allotment Option’’) exercisable within 30 calendar days after the Settlement Date pursuant to which the Underwriters may require the Selling Shareholders to sell up to 4,017,857 additional existing ordinary shares at the Offer Price, to cover over-allotments, if any, in connection with the Global Offer. Delivery of the Shares is expected to take place on or about 1 June 2005 through the book-entry facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer BV (‘‘Euroclear Netherlands’’) and Clearstream Banking, societ´ e´ anonyme, Luxembourg (‘‘Clearstream Luxembourg’’), in accordance with their normal settlement procedures applicable to equity securities and against payment for the Shares in immediately available funds. Joint Global Coordinators and Joint Bookrunners Goldman Sachs International Lehman Brothers Co-Lead Managers Fortis Bank Kempen & Co Rabo Securities Financial Advisor to the Issuer Nick Kaufmann Limited not soliciting an offer to buy these Shares in any jurisdiction where the offer, sale or solicitation is permitted. The information in this Preliminary Prospectus is not complete and may be changed. This Preliminary Prospectus is not an offer Prospectus is not complete and may be changed. This Preliminary Prospectus The information in this Preliminary Preliminary Prospectus 13 May 2005 subject to completion No person is or has been authorised to give any information or to make any representation in connection with the offering or sale of the Shares, other than as contained in this Prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorised by us, the Selling Shareholders, the Underwriters or Nick Kaufmann Limited. The delivery of this Prospectus at any time after the date hereof will not, under any circumstances, create any implication that there has been no change in our affairs since the date hereof or that the information set forth in this Prospectus is correct as of any time since its date. We accept responsibility for the accuracy and completeness of this Prospectus. We confirm that as of the date hereof, the information in this Prospectus is true and accurate in all material respects and that, to the best of our knowledge, there are no other facts the omission of which would, in the context of the Global Offer, make any statement in this Prospectus misleading. Potential investors should not assume that the information in this Prospectus is accurate as of any other date than the date of this Prospectus. In connection with the Global Offer, the Underwriters through Lehman Brothers International (Europe) (‘‘Lehman Brothers’’) may over-allot or effect transactions that stabilise or maintain the market price of the Shares at levels above those which might otherwise prevail in the open market. Such transactions may be effected on the Stock Market of Euronext Amsterdam, in the over-the-counter market or otherwise. There is no assurance that such stabilisation will be undertaken and, if it is, it may be discontinued at any time and will end no later than 30 calendar days after the Settlement Date. Notice to Investors The distribution of this Prospectus and the offering and sale of the Shares offered hereby in certain jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe any such restrictions. This Prospectus may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any of the Shares offered hereby in any jurisdiction in which such offer or invitation would be unlawful. The Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Global Offer or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.
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